Common use of SERVICER NOT TO RESIGN; DELEGATION OF DUTIES Clause in Contracts

SERVICER NOT TO RESIGN; DELEGATION OF DUTIES. (a) Subject to Section 4.03, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except upon a determination that the performance of its duties under this Agreement is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an opinion of counsel to such effect delivered to the Titling Trustee. No such resignation shall become effective until a successor servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 4.03. The Titling Trustee will, in no event, be obligated to serve as successor servicer except upon its express prior written consent. (b) The Servicer may not assign any of its rights, powers, duties or obligations under this Agreement. Notwithstanding the foregoing, the Servicer may make such an assignment in connection with a consolidation, merger, conversion or succession effected in compliance with Section 4.03 or in connection with the transfer to a successor servicer as contemplated by clause (a) above. (c) Except as provided in paragraphs (a) and (b) of this Section or in any other document relating to a Securitized Financing, the duties and obligations of the Servicer under this Agreement shall continue until this Agreement has been terminated as provided in Section 8.01 and shall survive the exercise by the Titling Trustee of any right or remedy under, or the enforcement by the Titling Trustee of any provision contained in, this Agreement or any other documents relating to a Securitized

SERVICER NOT TO RESIGN; DELEGATION OF DUTIES. (a) Subject to Section 4.036.03, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except upon a determination that the performance of its duties under this Agreement is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an opinion Opinion of counsel Counsel to such effect delivered to the Titling Trustee. No such resignation shall become effective until a successor servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 4.03Servicer. The Titling Neither the Trustee will, in no event, nor the Trust Agent shall be obligated to serve as successor servicer under this Agreement except upon its express prior written consent. (b) The Except as otherwise provided in this Agreement and the other Trust Documents, the Servicer may not assign any of its rights, powers, duties or obligations under this Agreement. Notwithstanding the foregoing, the Servicer may make such an assignment in connection with a consolidation, merger, conversion or succession effected other event made in compliance with Section 4.03 or in connection with the transfer to a successor servicer as contemplated by clause (a) above6.03. (c) Except as otherwise provided in paragraphs (a) this Agreement and (b) of this Section or in any the other document relating to a Securitized FinancingTrust Documents, the duties and obligations of the Servicer under this Agreement shall continue until this Agreement has been terminated as provided in Section 8.01 7.01, and shall survive the exercise by the Titling Trustee of any right or remedy under, or the enforcement by the Titling Trustee of any provision contained inof, this Agreement or any other documents relating to a SecuritizedTrust Document.

SERVICER NOT TO RESIGN; DELEGATION OF DUTIES. (a) Subject to Section 4.036.03, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except upon a determination that the performance of its duties under this Agreement is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an opinion Opinion of counsel Counsel to such effect delivered to the Titling Trustee. No such resignation shall become effective until a successor servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 4.03Servicer. The Titling Neither the Trustee will, in no event, nor the Trust Agent will be obligated to serve as successor servicer except upon under this Agreement without its express prior written consent. (b) The Except as otherwise provided in this Agreement and the other Trust Documents, the Servicer may not assign any of its rights, powers, duties or obligations under this Agreement. Notwithstanding the foregoing, the Servicer may make such an assignment in connection with a consolidation, merger, conversion or succession effected other event that is made in compliance with Section 4.03 or in connection with the transfer to a successor servicer as contemplated by clause (a) above6.03. (c) Except as otherwise provided in paragraphs (a) this Agreement and (b) of this Section or in any the other document relating to a Securitized FinancingTrust Documents, the duties and obligations of the Servicer under this Agreement shall continue until this Agreement has been terminated as provided in Section 8.01 7.01 and shall survive the exercise by the Titling Trustee of any right or remedy under, or the enforcement by the Titling Trustee of any provision contained in, of this Agreement or any other documents relating to a SecuritizedTrust Document.